# UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K/A

| |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| |  | ------------------------------------------------------------------------------------

For the fiscal year
ended July 31, 2006

OR

| |  | TRANSITION
          REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| |  | --------------------------------------------------------------------------------------------------

For the transition
period from _______________ to _______________

Commission File Number
0-12927

NATIONAL HOME HEALTH
CARE CORP.(Exact Name of Registrant as Specified in Its Charter)

|Delaware                                                       | 22-2981141                          
|-------------------------------------------------------------- | ------------------------------------
|(State or Other Jurisdiction of
Incorporation or Organization) | (I.R.S. Employer
Identification No.)
|700 WHITE PLAINS ROAD, SCARSDALE, NEW YORK                     | 10583                               
|(Address of Principal Executive Offices)                       | (Zip Code)                          

Registrants telephone number,
including area code: 914-722-9000

Securities registered pursuant to
Section 12(b) of the Act:  None.

Securities registered pursuant to
Section 12(g) of the Act: Common Stock, par value $.001 per share.

Indicate by check mark if the
registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
   Yes  No

Indicate by check mark if the
registrant is not required to file reports pursuant to Section 13 or Section 15 (d) of
the Act. Yes    No

Indicate by check mark whether the
registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.    Yes  No

Indicate by check mark if disclosure
of delinquent  filers  pursuant to Item 405 of Regulation  S-K is not contained  herein,
 and will not be contained,  to the best of registrant's  knowledge,  in definitive proxy
or information statements  incorporated by reference in Part        III        of
       this        Form        10-K        or        any         amendment         to
       this        Form 10-K.

Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.
See definition of accelerated filer and large accelerated filer in Rule 12b-2
of the Exchange Act. (Check one):

|Large Accelerated Filer | Accelerated Filer | Non-Accelerated Filer
|----------------------- | ----------------- | ---------------------

Indicate  by  check  mark  whether
 the  registrant  is a  shell  company  (as  defined  in  Rule  12b-2  of  the  Exchange
 Act).  Yes  No

The aggregate market value of the
Common Stock of the registrant, its only class of voting securities, held by
non-affiliates of the registrant, calculated on the basis of the average of the closing
bid and asked prices of the Common Stock as of the last business day of the
registrants most recently completed second fiscal quarter (January 31, 2006), was
approximately $31,524,295.

The number of shares of the
registrants Common Stock outstanding on November 24, 2006 was 5,662,531.



---

# TABLE OF CONTENTS

|             |                                                                                                | Page
|------------ | ---------------------------------------------------------------------------------------------- | ----
|INTRODUCTION |                                                                                                | 1   
|PART III    
|Item 10.     | Directors and Executive Officers of the Registrant                                             | 1   
|Item 11.     | Executive Compensation                                                                         | 3   
|Item 12.     | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 6   
|Item 13.     | Certain Relationships and Related Transactions                                                 | 8   
|Item 14.     | Principal Accountant Fees and Services                                                         | 8   
|Item 15.     | Exhibits and Financial Statement Schedules                                                     | 9   

-i-



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# INTRODUCTION

National
Home Health Care Corp. is filing this Amendment on Form 10-K/A to amend its Annual Report
on Form 10-K for the fiscal year ended July 31, 2006, as filed with the Securities and
Exchange Commission (the SEC) on October 31, 2006 (the Original
Filing). The purpose of this Amendment is to amend in their entirety Items 10, 11,
12, 13 and 14 of the Original Filing. This Amendment does not otherwise update information
in the Original Filing to reflect facts or events occurring subsequent to the date of the
Original Filing.

# PART III

# Item 10. Directors and
Executive Officers of the Registrant.

The
following table sets forth certain information concerning the directors and executive
officers of the Company:

|Name                     | Age | Year First
Elected or
Appointed Director | Present Position
with the Company                                
|------------------------ | --- | ---------------------------------------- | -----------------------------------------------------------------
|                        
|Frederick H.Fialkow      | 75  | 1985                                     | Chairman of the Board of Directors                               
|                        
|Bernard Levine,M.D.      | 77  | 1983                                     | Director; Member of Audit, Compensation and Nominating Committees
|                        
|Steven Fialkow           | 47  | 1991                                     | President, Chief Executive Officer, Secretary and Director       
|                        
|Ira Greifer,M.D.         | 75  | 1983                                     | Director; Member of Audit, Compensation and Nominating Committees
|                        
|Robert C. Pordy,M.D.     | 49  | 1995                                     | Director; Member of Audit Committee                              
|                        
|Harold Shulman,J.D., CPA | 71  | 2003                                     | Director; Member of Audit and Compensation Committees            
|                        
|Robert P. Heller         | 45  |                                         | Vice President of Finance, Chief Financial Officer and Treasurer 
|                        

All
directors of the Company hold office until the next annual meeting of stockholders and
until their successors have been elected and qualified. The executive officers of the
Company are elected by the Board of Directors at the first meeting after each annual
meeting of the Companys stockholders and hold office until their death, resignation
or removal from office.

# Information about
Directors

The
following is a brief summary of the background of each director:



---

Frederick
H. Fialkow has been Chairman of the Board of Directors since February 1988, and was
Chief Executive Officer from February 1988 until December 1999 and President from February
1988 until October 1997. He has been a director of the Company since April 1985. Frederick
H. Fialkow is the father of Steven Fialkow.

Bernard
Levine, M.D. has been a director of the Company since July 1983. For more than 20
years he had been a Professor of Internal Medicine at New York University School of
Medicine with a sub-specialty in allergy and immunology. Dr. Levine devotes his time to
private investment activities.

Steven
Fialkow has been a director of the Company since December 1991, and has served as
Secretary since September 1995, as President since October 1997 and as Chief Executive
Officer since December 1999. He served as Chief Operating Officer from October 1997 until
December 1999, and as Executive Vice President of New England Home Care, Inc., a wholly
owned subsidiary of the Company, from August 1995 until October 1997. He also served as
Executive Vice President of Health Acquisition Corp., a wholly owned subsidiary of the
Company (Health Acquisition), from May 1994 until August 1995, as
President of National HMO (New York), Inc., a wholly-owned subsidiary of the Company, from
April 1989 until April 1994 and as Vice President of National HMO (New York), Inc. from
August 1984 until March 1989. Steven Fialkow is a Certified Public Accountant. He is the
son of Frederick H. Fialkow.

Ira
Greifer, M.D. has been a director of the Company since July 1983. He has been a
Professor of Pediatrics at the Childrens Kidney Center of the Montefiore Medical
Center  Albert Einstein College of Medicine since 1966.

Robert
C. Pordy, M.D. has been a director of the Company since December 1995. Since January
1989, Dr. Pordy has been employed by Hoffmann-LaRoche, Inc., a biopharmaceutical company,
currently holding the position of Vice President, Medical Science.

Harold
Shulman, J.D., CPA has been a director of the Company since July 2003. In 1982, he was
one of the founding shareholders of the accounting firm of Shulman, Cohen, Furst & Co.
P.C., a mid-size certified public accounting firm in New York City. Since January 2006, he
has been a partner at Citrin Cooperman & Company LLP, a New York-based public
accounting firm. Mr. Shulman is a Certified Public Accountant and is admitted to the Bar
of the State of New York.

# Information about
Non-Director Executive Officers

Robert
P. Heller, a Certified Public Accountant, has served as Vice President of Finance,
Chief Financial Officer and Treasurer of the Company since March 1989. Prior thereto, he
was an accountant with Eisner LLP, a firm of certified public accountants.

# Section 16(a) Beneficial
Ownership Reporting Compliance

Under
section 16(a) of the Securities Act of 1934, the Companys directors and executive
officers, and persons who own more than ten percent (10%) of the Common Stock, are
required to file with the SEC initial reports of ownership and reports of changes in
ownership of the Common Stock and other equity securities of the Company. To the
Companys knowledge, based solely on a review of copies of such reports furnished to
the Company during and/or with respect to fiscal 2006, the Company believes that there
were no late or delinquent filings.

-2-



---

# Code of Ethics

The
Companys Board of Directors has adopted a Code of Ethics which applies to all of the
Companys directors, executive officers and employees. A copy of the Code of Ethics
is available upon request to the Companys Corporate Secretary at 700 White Plains
Road, Scarsdale, NY 10583.

# Item 11. Executive
Compensation.

# Standard Remuneration of
Directors

The
Companys non-employee directors are paid a fee of $3,500 for each meeting of the
Board of Directors they attend. In addition, members of the audit committee are paid an
annual fee of $5,000, payable quarterly, and members of the compensation committee are
paid an annual fee of $2,500.

# Executive Compensation

The
following table sets forth information concerning the annual and long-term compensation
for the Companys last three fiscal years of the Companys chief executive
officer and each other executive officer of the Company whose salary and bonus for fiscal
2006 exceeded, in the aggregate, $100,000, for services rendered in all capacities to the
Company and its subsidiaries (the Named Executives):

|                                      | Annual Compensation | Long-TermCompensation |     
|------------------------------------- | ------------------- | --------------------- | ----
|
|Frederick H. Fialkow                  |                     |                       | 2006
|Chairman of the Board of              |                     |                       | 2005
|Directors                             |                     |                       | 2004
|Steven Fialkow                        |                     |                       | 2006
|President, Chief Executive            |                     |                       | 2005
|Officer and Secretary                 |                     |                       | 2004
|Robert P. Heller                      |                     |                       | 2006
|Vice President of Finance,            |                     |                       | 2005
|Chief Financial Officer and Treasurer |                     |                       | 2004

_________________

-3-



---

|(1) |  | Includes payments of $123,654, $107,654 and $93,612 in fiscal 2006, 2005 and
               2004, respectively, for the compounded cost of living increase in salary
               compensation pursuant to Mr. Fialkows employment agreement with the
               Company.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | Represents $7,199 paid to Mr. Fialkow as health insurance coverage and $8,800
               representing the Companys matching contribution as deferred compensation
               under the Companys Savings and Stock Investment Plan (the Savings
               Plan) pursuant to Section 401(k) of the Code.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) |  | Represents $10,801 paid to Mr. Fialkow as health insurance coverage and $8,400
               representing the Companys matching contribution as deferred compensation
               under the Savings Plan pursuant to Section 401(k) of the Code.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) |  | Represents $8,698 paid to Mr. Fialkow as health insurance coverage and $8,200
               representing the Companys matching contribution as deferred compensation
               under the Savings Plan pursuant to Section 401(k) of the Code.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) |  | Includes payments of $20,475, $21,803 and $10,075 in fiscal 2006, 2005 and 2004,
               respectively, for the compounded cost of living increase in salary compensation
               pursuant to Mr. Fialkows employment agreement with the Company.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) |  | Represents $13,094 paid to Mr. Fialkow as health insurance coverage and $8,800
               representing the Companys matching contribution as deferred compensation
               under the Savings Plan pursuant to Section 401(k) of the Code and $12,000
               contributed by the Company to a deferred compensation plan for the benefit of
               Mr. Fialkow.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(7) |  | Represents $11,292 paid to Mr. Fialkow as health insurance coverage and $8,400
               representing the Companys matching contribution as deferred compensation
               under the Savings Plan pursuant to Section 401(k) of the Code and $12,000
               contributed by the Company to a deferred compensation plan for the benefit of
               Mr. Fialkow.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(8) |  | Represents $9,269 paid to Mr. Fialkow as health insurance coverage and $8,200
               representing the Companys matching contribution as deferred compensation
               under the Savings Plan pursuant to Section 401(k) of the Code and $12,000
               contributed by the Company to a deferred compensation plan for the benefit of
               Mr. Fialkow.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(9) |  | Includes payments of $9,945, $12,703 and $5,425 in fiscal 2006, 2005 and 2004,
               respectively, for the compounded cost of living increase in salary compensation
               pursuant to Mr. Hellers employment agreement with the Company.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(10) |  | Represents $12,880 paid to Mr. Heller as health insurance coverage and $8,800
               representing the Companys matching contribution as deferred compensation
               under the Savings Plan pursuant to Section 401(k) of the Code and $12,000
               contributed by the Company to a deferred compensation plan for the benefit of
               Mr. Heller.
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(11) |  | Represents $11,000 paid to Mr. Heller as health insurance coverage and $8,400
               representing the Companys matching contribution as deferred compensation
               under the Savings Plan pursuant to Section 401(k) of the Code and $12,000
               contributed by the Company to a deferred compensation plan for the benefit of
               Mr. Heller.
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(12) |  | Represents $9,131 paid to Mr. Heller as health insurance coverage and $8,200
               representing the Companys matching contribution as deferred compensation
               under the Savings Plan pursuant to Section 401(k) of the Code and $12,000
               contributed by the Company to a deferred compensation plan for the benefit of
               Mr. Heller.
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# Option/SAR Grants in
Last Fiscal Year

No
stock options or SARs were granted to any of the Named Executives in fiscal 2006.

# Option Exercises in Last
Fiscal Year and Year-End Option Value

The
following table sets forth certain information concerning the number of shares of Common
Stock acquired upon the exercise of stock options during fiscal 2006 and the number and
value at July 31, 2006 of shares of Common Stock subject to unexercised options held by
the Named Executive Officers.

-4-



---

|Name                 | Shares AcquiredOn Exercise (#) | Value Realized ($) | Number of
Securities
Underlying
Unexercised
Options/SARs
at FY-End (#)
Exercisable/Unexercisable | Value of
Unexercised
In-the-Money
Options/SARs at
FY-End ($)
Exercisable/Unexercisable
|-------------------- | ------------------------------ | ------------------ | ------------------------------------------------------------------------------------------------ | --------------------------------------------------------------------------------------
|Frederick H. Fialkow |                               |                   | 57,750/0                                                                                         | $            0/0                                                                      
|Steven Fialkow       |                               |                   | 102,671/0                                                                                        | 678,587/0                                                                             
|Robert P. Heller     |                               |                   | 44,088/0                                                                                         | 280,384/0                                                                             

# Employment and Related
Agreements

Frederick
H. Fialkow. Effective November 1, 2001, the Company entered into an amended and
restated employment agreement with Mr. Fialkow for a term of five years with an automatic
renewal for an additional five years, unless one of the parties elects not to renew the
agreement. Pursuant to the agreement, Mr. Fialkow is employed as the Chairman of the
Companys Board of Directors. The agreement provides for an annual base salary of
$305,000 (before giving effect to cost of living adjustments). In addition, Mr. Fialkow is
entitled to receive an annual bonus in an amount equal to 4% of the Companys
consolidated net income (before income taxes) in each year in which the consolidated net
income is in excess of $3,000,000. Under the agreement, upon a change of control of the
Company, Mr. Fialkow shall receive an amount equal to one-half of his annual base salary
as then in effect. On August 16, 2006, the Company agreed to extend Mr. Fialkows
existing employment agreement, on the same terms and conditions, for a period of one year
beginning November 1, 2006, subject to earlier termination by the Company under certain
circumstances.

Steven
Fialkow. Effective August 1, 2005, the Company entered into an employment agreement
with Mr. Fialkow, expiring on August 1, 2010, pursuant to which he is employed as the
Companys President, Chief Executive Officer and Secretary. The agreement provides
for an annual base salary of $525,000 plus an annual cost of living adjustment. In
addition, Mr. Fialkow is entitled to receive an annual bonus in an amount equal to 4% of
the amount by which the Companys income from operations in any fiscal year exceeds
$5,000,000. The maximum of salary and bonus payable to Mr. Fialkow in respect of any
fiscal year shall not exceed $750,000. Under the agreement, if Mr. Fialkows
employment is terminated by the Company without cause or by him for any reason within one
year following a change of control of the Company, Mr. Fialkow shall receive an amount
equal to 2.99 times his annual base salary as then in effect and his bonus for the most
recently completed fiscal year.

Robert
P. Heller. Effective August 1, 2005, the Company entered into an employment agreement
with Mr. Heller, expiring on August 1, 2010, pursuant to which he is employed as the
Companys Vice President of Finance, Chief Financial Officer and Treasurer. The
agreement provides for an annual base salary of $255,000 plus an annual cost of living
adjustment. In addition, Mr. Heller is entitled to receive an annual bonus in an amount
equal to 1% of the amount by which the Companys income from operations in any fiscal
year exceeds $5,000,000. The maximum of salary and bonus

-5-



---

payable to Mr. Heller in respect of
any fiscal year shall not exceed $350,000. Under the agreement, if Mr. Hellers
employment is terminated by the Company without cause or by him for any reason within one
year following a change of control of the Company, Mr. Heller shall receive an amount
equal to 2.99 times his annual base salary as then in effect and his bonus for the most
recently completed fiscal year.

The
employment agreements of Messrs. Frederick H. Fialkow, Steven Fialkow and Robert P. Heller
contain confidentiality and nondisclosure provisions relating to the Companys
business and all confidential information developed or made known to each individual
during his respective term of employment. The agreements also contain certain
non-competition provisions that preclude Messrs. Frederick H. Fialkow, Steven Fialkow and
Robert P. Heller from competing with the Company for a period of one year from the date of
termination.

# Compensation Committee
Interlocks and Insider Participation

The
members of the Companys compensation committee are Drs. Greifer and Levine and Mr.
Shulman, all of whom are non-employee directors. No member of the compensation committee
has a relationship that would constitute an interlocking relationship with executive
officers or directors of another entity.

# Item 12. Security
Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The
following table sets forth certain information regarding the beneficial ownership of
Common Stock as of November 24, 2006 by (i) each person or group known by the Company to
be the beneficial owner of more than 5% of the issued and outstanding shares of Common
Stock; (ii) each nominee for directorship; (iii) each of the executive officers named in
the Summary Compensation Table herein under Executive Compensation; and (iv)
all directors and executive officers of the Company as a group.

The
address for each listed director and executive officer is in care of National Home Health
Care Corp., 700 White Plains Road, Scarsdale, New York 10583. We have determined
beneficial ownership in accordance with the rules of the SEC and, as a result, include
voting and/or investment power with respect to shares. To our knowledge, except under
applicable community property laws or as otherwise indicated, the persons named in the
table have sole voting and sole investment control with respect to all shares shown as
beneficially owned. The percentage of ownership of Common Stock for each stockholder is
based on 5,662,531 shares of our Common Stock outstanding as of November 24, 2006. The
number of shares of our Common Stock outstanding used in calculating the percentage for
each listed person includes the shares of our Common Stock underlying options held by that
person that are exercisable within 60 days following November 24, 2006.

-6-



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|Name and Addressof Beneficial Owner | Amount and Nature ofBeneficial Ownership(1) | Percent of Class (%)
|----------------------------------- | ------------------------------------------- | --------------------
|Frederick H. Fialkow                |                                             |                     
|Bernard Levine, M.D                 |                                             |                     
|Steven Fialkow                      |                                             |                     
|Ira Greifer, M.D                    |                                             |                     
|Robert C. Pordy, M.D                |                                             |                     
|Robert P. Heller                    |                                             |                     
|Harold Shulman, J.D., CPA           |                                             |                     
|Salvatore Alternative               |                                             |                     
|19355 Turnberry Way                 |                                             |                     
|Aventura, FL 33180                  |                                             |                     
|Heartland Advisors, Inc. and        |                                             |                     
|William J. Nasgovitz                |                                             |                     
|789 North Water Street              |                                             |                     
|Milwaukee, WI 53202                 |                                             |                     
|Lawndale Capital Management,        |                                             |                     
|LLC and Andrew E. Shapiro           |                                             |                     
|591 Redwood Highway, Suite 2345     |                                             |                     
|Mill Valley, CA 94941               |                                             |                     
|All executive officers and          |                                             |                     
|directors as a group (7 persons)    |                                             |                     

_________________

|* |  | Less
than 1%
|- |  | ------------

|(1) |  | Includes, where indicated, shares allocated to certain individuals under the
               Savings Plan as of June 30, 2006. Under the terms of the Savings Plan, if a
               participant fails to give timely instructions as to the voting of shares of
               Common Stock held in a participants account, the trustee of the Savings
               Plan will vote such shares in the same proportion as it votes all of the shares
               for which such trustee receives instructions.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | Includes 57,750 shares of Common Stock that may be acquired pursuant to
               currently exercisable options granted under the Companys 1992 Stock Option
               Plan and 1999 Stock Option Plan (collectively, the Option
               Plans), and 69,729 shares of Common Stock allocated to Mr.
               Fialkows account under the Savings Plan. Does not include 602 shares of
               Common Stock owned by Mr. Fialkows wife as custodian for Mr.
               Fialkows son, as to which shares Mr. Fialkow disclaims beneficial
               ownership.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) |  | Includes 10,762 shares of Common Stock that may be acquired pursuant to
               currently exercisable options granted under the Option Plans.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------

|(4) |  | Represents 102,671 shares of Common Stock that may be acquired pursuant to
               currently exercisable options granted under the Option Plans, and 39,404 shares
               of Common Stock allocated to Mr. Fialkows account under the Savings Plan.
               Does not include 2,866 shares of Common Stock owned by Mr. Fialkows wife
               as custodian for Mr. Fialkows son, as to which shares Mr. Fialkow
               disclaims beneficial ownership.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) |  | Includes 10,762 shares of Common Stock that may be acquired pursuant to
               currently exercisable options granted under the Option Plans.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------

|(6) |  | Includes 5,250 shares of Common Stock that may be acquired pursuant to currently
               exercisable options granted under the Option Plans.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------

-7-



---

|(7) |  | Includes 44,088 shares of Common Stock that may be acquired pursuant to
               currently exercisable options granted under the Option Plans, and 12,809 shares
               of Common Stock allocated to Mr. Hellers account under the Savings Plan.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(8) |  | The amount and nature of beneficial ownership of these shares of Common Stock
               owned by Salvatore Alternative is based solely on a Schedule 13G submitted by
               such person to the Company on October 22, 2004. The Company has no independent
               knowledge of the accuracy or completeness of the information set forth in such
               Schedule 13G, but has no reason to believe that such information is not complete
               or accurate.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(9) |  | The amount and nature of beneficial ownership of these shares of Common Stock
               owned by Heartland Advisors, Inc. and William J. Nasgovitz is based on a
               Schedule 13G/A filed by such persons with the SEC on February 3, 2006, and
               Heartland Advisors, Inc.s quarterly report of holdings as of June 30,
               2006. The Company has no independent knowledge of the accuracy or completeness
               of the information set forth in such filings, but has no reason to believe that
               such information is not complete or accurate.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(10) |  | The amount and nature of beneficial ownership of these shares of Common Stock
               owned by Lawndale Capital Management, LLC and Andrew E. Shapiro is based on a
               Schedule 13D/A filed by such persons with the SEC on June 15, 2006. The Company
               has no independent knowledge of the accuracy or completeness of the information
               set forth in such filing, but has no reason to believe that such information is
               not complete or accurate.
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(11) |  | Includes 231,283 shares of Common Stock that may be acquired pursuant to
               currently exercisable options granted under the Option Plans, and 121,942 shares
               of Common Stock allocated under the Savings Plan.
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# Item 13. Certain
Relationships and Related Transactions.

Health
Acquisition has leased office premises located in Queens, New York from a company
controlled by Mr. Frederick H. Fialkow, the Chairman of the Board of Directors, and by
Steven Fialkow, who is a director and the President, Chief Executive Officer and Secretary
of the Company. Net rent expense under such lease was approximately $213,000 for fiscal
2006. The Company believes that such lease contains terms in the aggregate no less
advantageous to the Company than could have been obtained from an unrelated third party.

# Item 14. Principal
Accountant Fees and Services.

Audit
Fees

Audit fees
billed to the Company by BDO Seidman, LLP (BDO) for its audit of the
Companys financial statements included in the Companys annual report on Form
10-K and for its review of the financial statements included in the Companys
quarterly reports on Form 10-Q filed with the SEC for fiscal 2005 and 2006, were $117,000
and $139,000, respectively.

Audit-Related
Fees

There
were no audit-related fees billed to the Company by BDO for fiscal 2005 and 2006
respectively.

Tax
Fees

Tax
fees billed to the Company by BDO for the Companys tax returns for fiscal 2005 and
2006, were $34,000 and $38,000, respectively.

-8-



---

All
Other Fees

Other
fees billed to the Company by BDO for all other non-audit and non-tax services provided by
BDO, including the 401(k) Plan and cost report services, for fiscal 2005 and 2006, were
$20,000 and $31,000, respectively.

Pre-Approval
Policies

The
audit committee has adopted a procedure under which all fees charged by BDO must be
pre-approved by the audit committee. All of the fees described under the caption All
Other Fees were pre-approved by the audit committee.

# Item 15. Exhibits and
Financial Statement Schedules.

(a)       
          The following represents a listing of all financial statements, financial
          statement schedules and exhibits filed as part of this Report:

| | ExhibitNumber |  | Document
| | ------------- |  | --------

| | 3.1 |  | Certificate
of Incorporation.  Incorporated by reference to the Registrant's  Registration
                        Statement on Form S-1 (No. 2-86643) filed September 20, 1983.
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 3.2 |  | Certificate
 of Amendment to Certificate of  Incorporation.  Incorporated  by reference to
                        the Registrant's Annual Report on Form 10-K for the fiscal year
ended July 31, 1992.
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 3.3 |  | Amended
 By-laws.  Incorporated  by reference to the  Registrant's  Annual  Report on Form
                        10-K for the fiscal year ended July 31, 2004.
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.1# |  | 1992
Stock Option Plan.  Incorporated  by reference to the  Registrant's  Annual Report on
                        Form 10-K for the fiscal year ended July 31, 1993.
| | ----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.2# |  | 1999
Stock Option Plan.  Incorporated  by reference to the  Registrant's  Annual Report on
                        Form 10-K for the fiscal year ended July 31, 2000.
| | ----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.3# |  | Amended
 and  Restated  Employment  Agreement  dated as of  November  1, 2006  between the
                        Registrant  and  Frederick H.  Fialkow.  Incorporated  by
 reference  to the  Registrant's                         Quarterly  Report on Form 10-Q
for the  fiscal  quarter  ended  January  31,  2002 and the
                        Registrant's Current Report on Form 8-K dated August 16, 2006.
| | ----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.4# |  | Employment
 Agreement  dated as of  August 1,  2005  between  the  Registrant  and  Steven
                        Fialkow.  Incorporated  by reference to the  Registrant's  Annual
 Report on Form 10-K for                         the fiscal year ended July 31, 2005.
| | ----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.5# |  | Employment
 Agreement  dated as of August 1, 2005  between  the  Registrant  and Robert P.
                        Heller.  Incorporated by reference to the Registrant's  Annual
Report on Form 10-K for the                         fiscal year ended July 31, 2005.
| | ----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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---

| | ExhibitNumber |  | Document
| | ------------- |  | --------

| | 10.6 |  | Credit
 Agreement  dated as of April 28,  2006,  by and among  National  HMO (N.Y.)  Inc.,
                        Health Acquisition Corp., New England Home Care, Inc.,
 Accredited Health Services,  Inc.,                         Medical Resources Home Health
Corp., and Connecticut  Staffing Works Corp.  (collectively,                         the
"Subsidiaries"),  as borrowers,  the Company, as guarantor,  and Bank of America, N.A.
                        (the "Bank"), as lender.  Incorporated by reference to the
Registrant's  Current Report on                         Form 8-K dated June 20, 2006.
| | ---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.7 |  | Promissory
Note dated April 28, 2006 in the amount of $7,500,000 from the  Subsidiaries to
                        the Bank.  Incorporated by reference to the Registrant's  Current
Report on Form 8-K dated                         June 20, 2006.
| | ---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.8 |  | Guarantee
 dated April 28, 2006 from the Company to the Bank.  Incorporated  by  reference
                        to the Registrant's Current Report on Form 8-K dated June 20,
2006.
| | ---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.9 |  | Security
 Agreement  dated  as of  April  28,  2006  by and  among  the  Subsidiaries,  as
                        borrowers, the Company, as guarantor,  and the Bank, as lender.
 Incorporated by reference                         to the Registrant's Current Report on
Form 8-K dated June 20, 2006.
| | ---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 21.1 |  | List
of  Subsidiaries.  Incorporated  by reference to the  Registrant's  Annual  Report on
                        Form 10-K filed on October 31, 2006 for the year ended July 31,
2006.
| | ---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 23.1 |  | Consent
of Independent  Registered  Public  Accounting Firm.  Incorporated by reference to
                        the  Registrant's  Annual Report on Form 10-K filed on October
31, 2006 for the year ended                         July 31, 2006.
| | ---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 31.1* |  | Rule
13a-14(a)/15d-14(a) Certification of Principal Executive Officer.
| | ----- |  | ----------------------------------------------------------------------

| | 31.2* |  | Rule
13a-14(a)/15d-14(a) Certification of Principal Financial Officer.
| | ----- |  | ----------------------------------------------------------------------

| | 32.1* |  | Section
1350 Certification of Principal Executive Officer.
| | ----- |  | ----------------------------------------------------------

| | 32.2* |  | Section
1350 Certification of Principal Financial Officer.
| | ----- |  | ----------------------------------------------------------

_________________

| | # |  | Management
contract or compensatory plan or arrangement.
| | - |  | --------------------------------------------------------

| | * |  | Filed
herewith.
| | - |  | ---------------

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---

SIGNATURE

Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this amended report to be signed on its behalf by
the undersigned, thereunto duly authorized.

| | NATIONAL HOME HEALTH CARE CORP./s/ Robert P. Heller
By:    Robert P. Heller
          Vice President of Finance
          and Chief Financial Officer
| | -----------------------------------------------------------------------------------------------------------------------------------------------------

Dated: November 30, 2006

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